What US SEC - 17 CFR 240.13d-1 Filing of Schedules 13D and 13G for Beneficial Ownership Reporting requires
17 CFR 240.13d-1 titled 'Filing of Schedules 13D and 13G' is the SEC beneficial-ownership reporting rule under section 13(d) of the Exchange Act. Paragraph (a) provides that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is specified in paragraph (i) of this section, is directly or indirectly the beneficial owner of more than 5 percent of the class shall, within five business days after the acquisition, file with the Commission a statement containing the information required by Schedule 13D. Paragraph (b) provides eligibility for the abbreviated Schedule 13G filing by qualified institutional investors (broker-dealers, banks, insurance companies, registered investment companies, registered investment advisers, employee benefit plans, certain other institutional entities) who acquired the securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the issuer. Paragraph (c) provides eligibility for Schedule 13G by passive investors who do not qualify under paragraph (b), do not hold the securities with the purpose or effect of changing or influencing control, and hold less than 20 percent of the class. Paragraph (d) provides for quarterly amendments to Schedule 13G within 45 days after the end of the calendar quarter where beneficial ownership exceeds 5 percent. Paragraph (e) requires immediate switch from Schedule 13G to Schedule 13D within 5 business days upon acquiring securities with a purpose or effect of changing or influencing control of the issuer.
Pillar: Banking & Global Finance · Authority: US Securities and Exchange Commission · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/section-240.13d-1
SHA-256 integrity: 4d8c220389ba483f57af106fe6202d87a2fc6e1ca065c365368190105025bfd5
Primary Citations — 8 traced to source
- 17 CFR 240.13d-1 - Filing of Schedules 13D and 13G - regulatory text at https://www.ecfr.gov/current/title-17/section-240.13d-1
- 17 CFR 240.13d-1(a) - Schedule 13D required when beneficial ownership exceeds 5 percent of a class specified in paragraph (i), filed within 5 business days after the acquisition
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